Ordinary Resolutions

An Ordinary Resolution is a formal decision made by your company’s shareholders or directors that only needs a simple majority (more than 50%) to pass.

It’s used for everyday business decisions that don’t change the company’s legal structure – things like appointing directors, approving annual financial statements, or declaring dividends.

"When do I use an Ordinary Resolution?"

You’ll use an Ordinary Resolution when your company needs to decide on things like:

  • Electing or removing a director
  • Approving the company’s financial statements
  • Declaring or paying dividends
  • Approving routine contracts or business actions

It’s a way to make sure decisions are recorded properly, especially when shareholders are involved.

"How do I pass an Ordinary Resolution?"

You can pass it in two ways:

  1. At a meeting: with a vote where more than 50% of the shareholders (by voting power) agree
  2. By round-robin: where all shareholders sign the same resolution in writing (common in smaller companies)

Either way, you need to keep a record of the decision as part of your company records.

"Do I need to file an Ordinary Resolution with CIPC?"

Not always.

If the resolution leads to a change that affects CIPC records, like appointing or removing a director, then you’ll also need to submit the correct form (e.g. CoR39).

But most ordinary resolutions are internal decisions and don’t need to be submitted unless they trigger a compliance update.

"Can one person pass an Ordinary Resolution?"

Yes, if you’re the only shareholder, you can pass it yourself.

You still need to write it down and keep a copy for your records, especially for anything related to tax, compliance, or director changes.

"How do I draft or store Ordinary Resolutions?"

Govchain can help you:

  • Draft standard or custom resolutions
  • Keep proper records
  • Submit any follow-up forms to CIPC if needed
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